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  The Razin Group Exposes NextGen Healthcare’s Alarming Attempt to Mislead Shareholders in August 26^th Press Release

  Exposes Company’s Latest Effort to Deceive Shareholders by Citing Cherry-Picked Excerpts of Emails Between Lance Rosenzweig and Nominating & Governance Committee Chair Morris Panner, a Long-Term Ally of Board Chairman Jeffrey Margolis

Notes the Company Failed to Disclose That Mr. Rosenzweig Conveyed the Razin Group’s Openness to a Dialogue with the Board and Willingness to Make Director Candidates Available for Interviews at the Appropriate Time

Releases Email Exchange Between Messrs. Rosenzweig and Panner to Provide Shareholders the Transparency They Deserve

IRVINE, Calif.–(BUSINESS WIRE)–
Sheldon Razin, who collectively with Lance Rosenzweig and the other participants in his solicitation owns approximately 15.2% of the outstanding common shares of NextGen Healthcare, Inc. (NASDAQ: NXGN) (“NextGen Healthcare” or the “Company”), today addressed the Company’s misleading August 26^th press release. The Company’s disingenuous press release relies on cherry-picked excerpts from an email exchange between Mr. Rosenzweig and Nominating and Governance Committee Chair Morris Panner in order to suggest that Mr. Razin would not make his director candidates available for interviews. The email exchange was commenced by Mr. Rosenzweig following Mr. Panner’s attempts to covertly contact Mr. Razin’s director candidates just days after the Company declared in its preliminary proxy statement that it does not support the election of those very individuals. As shareholders can see below, Mr. Rosenzweig stated that he and Mr. Razin are open to a dialogue with the Board of Directors and that they will permit candidate interviews once an acceptable framework for a consensual resolution is in place.

Messrs. Razin and Rosenzweig urge their fellow shareholders not to be misled by the Company’s seemingly desperate attempts to divert attention away from the need for boardroom change. We believe shareholders should focus on what has occurred during the six-year chairmanship of Jeffrey Margolis:

• The Company’s shares have dramatically underperformed the broader market, relevant indices and various peers – in fact, a dollar invested in NextGen Healthcare on the day Mr. Margolis became Chairman is worth practically the same today;

• The Company’s organic growth has been anemic;

• The Company’s margins have eroded;

• The Company’s balance sheet has deteriorated due to debt-fueled acquisitions, including certain questionable deals;

• The Company has been slow to embrace diversity across leadership roles, and;

• The Company has recently filed a preliminary proxy statement that includes an array of entrenchment maneuvers and manipulations of the corporate machinery, including a proposed reincorporation in Delaware that weakens shareholders’ rights.

We suspect yesterday’s disingenuous press release was another attempt to distract shareholders from the aforementioned issues. It is unfortunate that the Company’s Board of Directors, under the control of Mr. Margolis and individuals such as Mr. Panner, continue to defy the tenets of sound corporate governance and waste shareholders’ resources on a low-road campaign.

TEXT OF EMAIL EXCHANGE BETWEEN MESSRS. PANNER AND ROSENZWEIG

On Tue, Aug 24, 2021 at 3:33 PM Lance Rosenzweig wrote:

Dear Morris,

I understand from nominees that you have been reaching out to them directly. You are hereby on notice that you are not authorized to unilaterally contact the nominees without Shelly’s authorization to do so.

Sincerely,

Lance

From: Morris Panner

Sent: Wednesday, August 25, 2021 7:45 AM

To: Lance Rosenzweig

Cc: Sheldon Razin

Subject: Re: Director Nominees

Hi Lance,

Shelly and you delivered a nomination notice to the Company last Thursday. In our announcement Monday responding to your notice, we stated “[w]e wil consider the four new independent individuals Shelly has nominated as part of the director search process underway.” The Nomination and Governance Committee’s charter requires us to “assist the Board in identifying individuals qualified to become Board members and Board committee members, and to select the director nominees for each annual meeting of stockholders.” In my role as Chair of the Committee, I have reached out to each of your nominees to arrange interviews with the Committee, as well as Spencer Stuart, so that the Committee can make its recommendations. We do not need your or Shelly’s permission to arrange these interviews and it is up to each nominee to decide if he or she will participate in the interview process. That being said, to the extent any of your nominees would like Shelly’s approval to participate, we believe that it is in your interest to provide it. Specifically, Julie Schoenfeld left me a message that she is happy to speak to me, but would like Shelly’s approval. Please let me know.

Best regards,

Morris

[phone number redacted]

On Wed, Aug 25, 2021 at 12:42 PM Lance Rosenzweig wrote:

Hi Morris,

Thank you for your note. As you know, the Board has selected its slate for the 2021 Annual Meeting (albeit with 2 empty slots that create questions around the Board’s intentions) and Shelly has nominated his own slate of directors. Both sides are seeking the election of their own candidates on their own respective proxy cards. Neither the Nomination and Governance Committee nor the Board has any right, duty or obligation to interview Shelly’s candidates. That the nominees are duly qualified to serve should be clear from the information provided in the Nomination Letter, and shareholders will have ample information about Shelly’s nominees in order to make a fully informed voting decision at the upcoming Annual Meeting. You are grossly mistaken in your belief that the Board needs to make any recommendation on Shelly’s candidates and, quite frankly, the Board’s actions over the past week involving the purported Reincorporation and otherwise give us no faith in its intentions with respect to interviews with our candidates. If you want to have a discussion with Shelly and/or myself about Shelly’s candidates, the 2 open slots or any related matter, we are open to such a dialogue. What we will not stand for is any further attempts by the Board to manipulate the Annual Meeting process by seeking to secure consents from our nominees to serve on the Board’s slate or any related attempted activity. We do not see any reason for our candidates to be subject to interviews with the Nomination and Governance Committee or Spencer Stuart. If we reach a consensual framework for the composition of the Board, we would of course be happy at such time to allow appropriate confirmatory interviews to take place.

Best,

Lance

***

Certain Information Concerning the Participants

Sheldon Razin (“Mr. Razin”), together with the other participants named herein, has filed a preliminary proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of his slate of highly-qualified director nominees at the 2021 Annual Meeting of Shareholders of NextGen Healthcare, Inc., a California corporation (the “Company”).

MR. RAZIN STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, MR. RAZIN WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO MR. RAZIN’s PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Sheldon Razin, Kenneth Fearn, Ramon Gregory, Lance Rosenzweig, Julie Schoenfeld and Ruby Sharma.

As of the date hereof, Mr. Razin beneficially owns 10,200,327 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company, 100 shares of which are held of record by Mr. Razin. As of the date hereof, Mr. Rosenzweig beneficially owns 35,782 shares of Common Stock. As of the date hereof, none of Messrs. Fearn or Gregory or Mses. Schoenfeld or Sharma beneficially own any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005175/en/

Harkins Kovler

Jordan Kovler / Rahsaan Wareham, 212-468-5380

[email protected] / [email protected]

MKA

Greg Marose / Bela Kirpalani, 646-386-0091

[email protected] / [email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Professional Services Health Technology Practice Management Finance Software

MEDIA:

Posted on August 27, 2021 8:03 am

ICE Reports Record Futures Open Interest of 48.1 Million Contracts

ICE Reports Record Futures Open Interest of 48.1 Million Contracts

LONDON & NEW YORK & SINGAPORE–(BUSINESS WIRE)–
Intercontinental Exchange, Inc. (NYSE:ICE), a leading global provider of data, technology, and market infrastructure, today announced record total futures open interest of more than 48.1 million contracts on August 25, 2021.

ICE’s North American natural gas futures and options, which includes Henry Hub and U.S. Basis Markets contracts, hit record open interest of 23 million on August 25, up 10%, with open interest in Henry Hub futures and options up 28% year-over-year (“y/y”).

ICE TTF natural gas futures and options reached record open interest of almost 3.3 million contracts on August 25, up 22% y/y, reflecting the importance of TTF in managing global gas price risk. TTF holds open interest out to December 2028. In June, ICE extended the TTF curve to December 2031 following demand from commercial hedgers to further align TTF with typical lengths of medium to long term deals between LNG buyers and sellers, and to help market participants manage long term risk. The globalization of natural gas, which is contributing to the growth of TTF, has also led to the establishment of the Asian natural gas benchmark ICE JKM LNG (Platts) where open interest is up 26% y/y.

Open interest across ICE’s global environmental complex is up 21% y/y across futures and options, as participants use these markets to price climate risk. EUA futures and options open interest is up 28% y/y.

As the market manages changes in interest rates, open interest in Interest Rate futures and options is up 26% y/y at approximately 29.5 million, with open interest in Sterling and SONIA futures and options up 29% y/y and by more than 200% y/y respectively; Euribor open interest is up 10% y/y; and open interest in ICE Gilt futures and options, the highly liquid market benchmark for UK Government Bonds, is up 53% y/y.

Across soft commodities futures and options, open interest in Coffee is up 17%, Cotton is up 28% and Cocoa is up 22%.

About Intercontinental Exchange

Intercontinental Exchange, Inc. (NYSE: ICE) is a Fortune 500 company that designs, builds and operates digital networks to connect people to opportunity. We provide financial technology and data services across major asset classes that offer our customers access to mission-critical workflow tools that increase transparency and operational efficiencies. We operate exchanges, including the New York Stock Exchange, and clearing houses that help people invest, raise capital and manage risk across multiple asset classes. Our comprehensive fixed income data services and execution capabilities provide information, analytics and platforms that help our customers capitalize on opportunities and operate more efficiently. At ICE Mortgage Technology, we are transforming and digitizing the U.S. residential mortgage process, from consumer engagement through loan registration. Together, we transform, streamline and automate industries to connect our customers to opportunity.

Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange. Information regarding additional trademarks and intellectual property rights of Intercontinental Exchange, Inc. and/or its affiliates is located here. Key Information Documents for certain products covered by the EU Packaged Retail and Insurance-based Investment Products Regulation can be accessed on the relevant exchange website under the heading “Key Information Documents (KIDS).”

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 — Statements in this press release regarding ICE’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ICE’s Securities and Exchange Commission (SEC) filings, including, but not limited to, the risk factors in ICE’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 4, 2021.

ICE- CORP

Source: Intercontinental Exchange

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005181/en/

ICE Media Contact:

Rebecca Mitchell

[email protected]

+44 7951 057 351

ICE Investor Contact:

Mary Caroline O’Neal

[email protected]

(770) 738-2151

KEYWORDS: United States United Kingdom Singapore North America Asia Pacific Europe New York

INDUSTRY KEYWORDS: Professional Services Data Management Technology Finance Software Networks

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KB Home Announces the Grand Opening of Santorini, a New Community in a Prime Stockton, California Location

Homebuilder offers personalized, new homes in a popular Central Valley neighborhood, priced from the $460,000s.

STOCKTON, Calif.–(BUSINESS WIRE)–
KB Home (NYSE: KBH) today announced the grand opening of Santorini, a new-home community in a prime Central Valley location. Santorini is situated off East Alpine Avenue between Interstate 5 and Highway 99 in Stockton’s popular Oakmoore neighborhood, which provides easy access to downtown and the area’s major employment centers. The new community is just a short drive to Stockton’s bustling waterfront entertainment and marina district, University of the Pacific and shopping, dining and entertainment at Stockton’s Miracle Mile. Residents can also enjoy nearby outdoor recreation at Northern California Delta Recreation Area and Oakmoore Golf Course as well as several parks, including Oak Park, which hosts an ice rink, swimming pool, soccer field, baseball fields, tennis courts, and picnic and barbeque areas.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210827005050/en/

The homes at Santorini showcase popular design characteristics like spacious kitchens overlooking expansive great rooms, beautiful bedroom suites with walk-in closets, and ample storage space. The community’s new floor plans feature up to five bedrooms and three baths, and range in size from approximately 1,400 to 2,300 square feet. Santorini will also offer the KB Home Office, a dedicated room that homebuyers can personalize for the way they work.

“Santorini’s ideal location is convenient to Interstate 5 and Highway 99, providing easy access to downtown Stockton and the area’s major employment centers as well as popular shopping, dining, entertainment and outdoor recreation,” said Oren Hershkovich, President of KB Home’s North Bay and Central Valley divisions. “Santorini provides home shoppers the opportunity to purchase a personalized, new KB home at a price that fits their lifestyle and needs.”

KB Home stands out from other homebuilders as the company gives homebuyers exceptional choice and control. KB Home starts by offering a wide variety of homes at an affordable price. From there, the builder gives buyers the ability to personalize their homes from floor plans to exterior elevations, from design options to where they live in the community. The KB Home team works hand in hand with homeowners every step of the way, so they have a real partner in the process.

Every KB home is designed to be ENERGY STAR^® certified thanks to the quality construction techniques and materials utilized that ultimately deliver significant savings on utility bills compared to used homes. Additionally, all new KB homes are designed to deliver an enhanced indoor environment and include high performance ventilation systems, low- or zero-VOC products and other features guided by the Environmental Protection Agency’s (EPA) Indoor airPLUS standards.

The Santorini sales office and model homes are open for private in-person tours by appointment, and walk-in visits are welcome. Homebuyers also have the flexibility to arrange a live video tour with a sales counselor. Pricing begins from the $460,000s.

For more information on KB Home, call 888-KB-HOMES or visit kbhome.com.

About KB Home

KB Home is one of the largest and most recognized homebuilders in the United States and has built nearly 650,000 quality homes in our more than 60-year history. Today, KB Home operates in 45 markets from coast to coast. What sets KB Home apart is the exceptional personalization we offer our homebuyers—from those buying their first home to experienced buyers—allowing them to make their home uniquely their own, at a price that fits their budget. As the leader in energy-efficient homebuilding, KB Home was the first builder to make every home it builds ENERGY STAR® certified, a standard of energy performance achieved by fewer than 10% of new homes in America and has built more ENERGY STAR certified homes than any other builder. An energy-efficient KB home helps lower the cost of ownership and is designed to be healthier, more comfortable and better for the environment than new homes without certification. We build strong, personal relationships with our customers, so they have a real partner in the homebuying process. As a result, we have the distinction of being the #1 customer-ranked national homebuilder in third-party buyer satisfaction surveys. Learn more about how we build homes built on relationships by visiting kbhome.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005050/en/

Craig LeMessurier, KB Home

925-580-1583

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Landscape Interior Design Architecture Residential Building & Real Estate Construction & Property

MEDIA:

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KB Home announces the grand opening of Santorini, a new community in a prime Stockton, California location. (Photo: Business Wire)

Centricus Acquisition Corp. Welcomes Business Updates by Arqit Limited, a Leader in Quantum Encryption Technology

LONDON–(BUSINESS WIRE)–Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (“Centricus”), a publicly traded special purpose acquisition company, welcomes the business updates provided to investors by Arqit Limited (“Arqit”) in recent days and Arqit’s ongoing contract announcements. Centricus’ extraordinary general meeting will be held on August 31, 2021 for its shareholders to approve its proposed business combination with Arqit, a leader in quantum encryption technology.

Arqit continues to meet or exceed previously announced milestones. The Arqit software solution was officially launched this quarter, earlier than planned, to an initial cohort of 20 blue chip customers. There is no doubt that the world needs stronger and simpler encryption. A significant number of governmental and enterprise customers have already made long term revenue commitments to Arqit, and Arqit’s pipeline of potential new business is continuously developing. Centricus shares Arqit’s view that the transparency, credibility and public nature of a US public listing will be helpful in promoting and positioning Arqit on the global stage.

Centricus is very pleased by the rapid progress Arqit has made in marketing and securing contracts for its core product. This progress is achieved both with governmental customers, where it provides a ground-breaking solution to the security layer problem known as joint all-domain command and control, as well as with industry, particularly in the telecommunications sector, where Arqit is now working with some of the world’s biggest hardware vendors and network operators, and in the financial services and automation sectors. Through this focus, Arqit continues to build a strong baseload of committed long term customers.

Arqit is unique in solving one of the most pressing technology problems of our age. An impressive and fast-growing cohort of blue chip industry and governmental customers are onboard. Upon the successful consummation of the proposed business combination, Arqit will be well placed to have the necessary tools to scale up to deliver on its business proposition.

About Centricus Acquisition Corp.

Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) is a blank check company incorporated as a Cayman Islands exempted limited liability company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Centricus Acquisition Corp., chaired by Manfredi Lefebvre d’Ovidio, raised $345 million in its IPO in February 2021, which was upsized due to strong demand and included the underwriters’ full over-allotment option. Centricus Acquisition Corp. was founded by the London-based global investment firm Centricus, the Monaco-based investment group Heritage and Carlo Calabria.

About Arqit Limited

Arqit supplies a unique quantum encryption Platform-as-a-Service which makes the communications links of any networked device secure against current and future forms of attack – even from a quantum computer. Arqit’s product, QuantumCloud^™, enables any device to download a lightweight software agent of less than 200 lines of code, which can create keys in partnership with any other device. The keys are computationally secure, don’t exist until the moment they are needed and can never be known by a third party. QuantumCloud^™ can create limitless volumes of keys in limitless group sizes and can regulate the secure entrance and exit of a device in a group. The addressable market for QuantumCloud^™ is every connected device.

On May 12, 2021, Arqit entered into a definitive agreement to combine with Centricus Acquisition Corp. (NASDAQ: CENHU, CENH, CENHUW), a special purpose acquisition company, which would result in Arqit becoming a publicly listed company on the Nasdaq Capital Market under the name Arqit Quantum Inc.

Additional Information

This communication is being made in respect of the proposed transaction involving Arqit Limited (“Arqit”), Centricus Acquisition Corp. (“Centricus”) and Arqit Quantum Inc. (“Pubco”), a newly formed Cayman holding company. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, Pubco has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that includes a proxy statement of Centricus in connection with Centricus’ solicitation of proxies for the vote by Centricus’ shareholders with respect to the proposed transaction and other matters as may be described in the registration statement. Pubco and Centricus have also filed other documents with the SEC regarding the proposed transaction and a proxy statement/prospectus has been mailed to all holders of Centricus’ Class A ordinary shares. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about Arqit and Centricus are available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained without charge, from Arqit’s website at www.arqit.uk, or by directing a request to: Centricus Acquisition Corp., PO Box 309, Ugland House, Grand Cayman, KY1- 1104, Cayman Islands.

Participants in Solicitation

Arqit, Centricus and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Centricus’ shareholders in connection with the proposed transaction. Information about Centricus’ directors and executive officers and their ownership of Centricus’ securities is set forth in the proxy statement/prospectus. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is also included in the proxy statement/prospectus. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Caution About Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are based on Arqit’s and Centricus’ expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Arqit’s and Centricus’ control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Arqit and Centricus to predict these events or how they may affect Arqit and Centricus. Except as required by law, neither Arqit and Centricus has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect Arqit’s and Centricus’ future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: (i) that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of Centricus’ securities, (ii) the risk that the business combination may not be completed by Centricus’ business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Centricus, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the Business Combination Agreement by the shareholders of Centricus and the satisfaction of the minimum trust account amount following any redemptions by Centricus’ public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the business combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the business combination on the Company’s business relationships, operating results, and business generally, (vii) risks that the business combination disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Centricus related to the Business Combination Agreement or the business combination, (ix) the ability to maintain the listing of Centricus’ securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, (xii) the potential inability of the Company to convert its pipeline or orders in backlog into revenue, (xiii) the potential inability of the Company to successfully deliver its operational technology which is still in development, (xiv) the potential delay of the commercial launch of the Company’s products, (xv) the risk of interruption or failure of the Company’s information technology and communications system and (xvi) the enforceability of the Company’s intellectual property.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005160/en/

Centricus Acquisition Corp.

James Leviton

Finsbury Glover Hering

+44 (0) 20 7251 3801

[email protected]

Arqit Limited

Arqit: Julie Moon T: +44 7769 9960 E: [email protected]

SEC Newgate: [email protected]

Investor relations Enquiries:

Gateway: Alex Thompson and John Yi T: 949-574-3860 E: [email protected]

KEYWORDS: United Kingdom Europe

INDUSTRY KEYWORDS: Technology Semiconductor Finance Security Telecommunications Professional Services Software Networks Hardware Data Management

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Tremont Mortgage Trust Announces Final Cash Distribution and Adjustment to Exchange Ratio for Previously Announced Merger with RMR Mortgage Trust

Final Cash Distribution of $0.17 per TRMT Common Share

TRMT and RMRM Adjust Merger Exchange Ratio to 0.516 RMRM Common Share per TRMT Common Share

NEWTON, Mass.–(BUSINESS WIRE)–Tremont Mortgage Trust (Nasdaq: TRMT) today announced that it has declared a final cash distribution to its shareholders of $0.17 per TRMT common share in order to satisfy its distribution requirements as a real estate investment trust, or REIT, and in order to avoid income and excise taxation as a REIT prior to the closing of its previously announced merger with RMR Mortgage Trust (Nasdaq: RMRM), in accordance with theAgreement and Plan of Merger, dated as of April 26, 2021, or the Merger Agreement. TRMT’s distribution will be paid to its common shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021. RMRM also announced today that it has declared a cash distribution to its shareholders of $0.15 per RMRM common share that will be paid to RMRM’s common shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021. These distributions are being paid in lieu of TRMT and RMRM’s respective regular quarterly distribution to shareholders for the quarter ending September 30, 2021.

In connection with these distributions and pursuant to the Merger Agreement, TRMT and RMRM have adjusted the Merger exchange ratio from 0.52 of one (1) RMRM common share for each issued and outstanding TRMT common share, to 0.516 of one (1) RMRM common share for each issued and outstanding TRMT common share. The Merger is expected to close on September 30, 2021, following payment of the TRMT and RMRM distributions, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders.

TRMT is a real estate finance company that originates and invests in first mortgage loans secured by middle market and transitional commercial real estate. TRMT is managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of RMR’s business is conducted by its majority owned subsidiary, The RMR Group LLC, which is an alternative asset management company with $32 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. For more information about TRMT, please visit www.trmtreit.com.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

This press release contains statements that constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon TRMT’s present beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond TRMT’s control. For example:

• The Merger is expected to close on September 30, 2021, subject to the satisfaction or waiver of closing conditions, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders, and RMRM and TRMT cannot be sure that these conditions will be satisfied or waived. Accordingly, the Merger may not close by September 30, 2021 or at all, or the terms contemplated by the Merger Agreement may change.

The information contained in TRMT’s filings with the Securities and Exchange Commission, or the SEC, including under “Risk Factors” in TRMT’s periodic reports or incorporated therein, identifies other important factors that could cause TRMT’s actual results to differ materially from those stated in or implied by TRMT’s forward looking statements. TRMT’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward looking statements.

Except as required by law, TRMT does not intend to update or change any forward looking statements as a result of new information, future events or otherwise.

Additional Information about the Merger

In connection with the Merger, RMRM has filed with the SEC a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The definitive joint proxy statement/prospectus has been mailed to TRMT’s and RMRM’s shareholders. Shareholders may obtain free copies of the RMRM Registration Statement on Form S-4, the definitive joint proxy statement/prospectus and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of TRMT’s filings with the SEC from TRMT’s website at www.trmtreit.com or RMRM’s filings with the SEC from RMRM’s website at www.rmrmortgagetrust.com.

Participants in Solicitation Relating to the Merger

TRMT, RMRM and their respective trustees and executive officers, and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc. and certain of their respective directors, officers and employees, may be deemed to be participants in the solicitation of proxies from TRMT and RMRM shareholders in respect of the Merger and the other transactions contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of TRMT’s and RMRM’s shareholders in connection with the Merger and the other transactions contemplated by the Merger Agreement is set forth in the definitive joint proxy statement/prospectus. Information regarding TRMT’s trustees and executive officers and RMRM’s trustees and executive officers can be found in TRMT’s and RMRM’s respective definitive proxy statement for its 2021 Annual Meeting of Shareholders. These documents are available free of charge on the SEC’s website and from TRMT or RMRM, as applicable, using the sources indicated above.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.

No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005023/en/

Kevin Barry

Manager, Investor Relations

(617) 658-0776

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: REIT Finance Professional Services Commercial Building & Real Estate Construction & Property

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